Teerth Gopicon Ltd Management Discussions

ECONOMIC OVERVIEW

During FY 2024-25, the global economy continued its uneven recovery trajectory amidst geopolitical tensions, energy market volatility, climate-induced disruptions, and cautious monetary policy actions by central banks worldwide. According to projections from the International Monetary Fund (IMF) as of April 2024, growth for both 2024 and 2025 is anticipated to remain stable at around 3.2%. The global inflation dropped from 6.6% in CY 2023 to 5.7% in CY 2024. High local consumption, rising foreign investment and consistent performance in manufacturing and technology supported this expansion and their ability to keep growing despite global challenges shows an important tilt in the balance of economic growth. Global cooperation and calibrated fiscal and monetary policies will be essential for setting the economies on a favorable growth path.

India, however, continues to be among the fastest growing economies in the world and maintained its status as a global growth engine, exhibiting economic resilience and strong fundamentals. Indias economy expanded by 6.5% in FY 2024-2025 despite challenges like global tensions, supply chain uncertainties, and shifting trade dynamics. Inflation eased from 5.4% in FY 2024 to 4.6% in FY 2025, providing economic stability. India has emerged as the worlds fourth-largest economy, surpassing Japan, with its per capita income having doubled since 2014, driven by strong domestic and foreign investments, thriving manufacturing activity, and growth in trade and financial services. The 25-basis point cut in the repo rate till March 2025 is poised to inject liquidity, enhance access to credit and uplift market confidence. In the face of unprecedented challenges, the Indian economy has demonstrated a remarkable ability to bounce back and convert challenges into opportunities while striving to achieve strong, sustainable, balanced, and inclusive growth.

As the second-largest employer in the country after agriculture, the construction industry remains a cornerstone in national development, especially through its strong linkage with sectors like steel, cement, transportation, and real estate. India has become a large market for infrastructure and construction activities. The industry comprises large and small players, including both domestic and international companies. As infrastructure is highly responsible for propelling growth of other sectors and Indias overall development, the Governments role in the construction sector is quite significant.

Indias renewable energy sector continues its growth, driven by a strong policy framework and the countrys commitment to sustainability and energy security. Additionally, there is a strong focus on strengthening the energy infrastructure, emphasizing the expansion of renewable energy sources alongside conventional power generation to accommodate the increasing needs of its rapidly expanding population and economy.

INDUSTRY STRUCTURE AND DEVELOPMENTS

Indias infrastructure sector stands at the forefront of the countrys ambition to become a $5 trillion economy, playing a crucial role in driving economic growth, creating jobs and transforming urban landscapes. The 2024 Interim Budget outlined the Governments overarching vision and policies, including proposed measures for the infrastructure sector. As part of the ‘Viksit Bharat vision, the Government has introduced several policy reforms, especially those targeting the infrastructure domain. An allocation of 11.11 Lakh Cr, equivalent to 3.4% of the GDP, has been earmarked, with significant portions allocated to roads ( 2.72 Lakh Cr) and railways ( 2.52 Lakh Cr). The infrastructure sector has remained a focal point of economic policy, with multiple large-scale national initiatives like PM Gati Shakti, National Infrastructure Pipeline (NIP), Bharatmala, and Smart Cities Mission advancing progress in roads, railways, housing, water supply, sanitation, and urban development. The budget also prioritized climate-resilient infrastructure, digital public infrastructure, and urban transformation. Overall, spend on infrastructure and partnership with the private sector will continue the growth momentum for an all-rounded development.

Indias commitment to expanding its renewable energy base presents significant opportunities for investments in solar, wind, and hydropower projects, aligning with global sustainability goals. Solar power has emerged as the leading contributor with close to 98 GW of installed capacity, followed by wind energy at over 48 GW, highlighting Indias abundant natural resources and effective government initiatives. The concerted push towards solar, wind, and hydro energy has significantly bolstered clean energy capacity, reducing reliance on fossil fuel imports and aligning with global climate commitments. Government-backed initiatives, including PM-KUSUM, PM Surya Ghar Yojna and a focus on innovation have cultivated a thriving renewable ecosystem, firmly positioning India as a pivotal player in the global clean energy transition and on track to achieve its target of 500 GW renewable capacity by 2030. Technological advancements and rising investments are enabling smoother integration of renewables into the national power grid, thereby improving efficiency and reliability.

Rapid Urbanization, Foreign Direct Investment (FDI), Public-Private Partnerships (PPP) and Renewable

Energy Focus as growth drivers collectively reshape Indias infrastructure landscape, fueling the countrys transition towards a more resilient and inclusive economy During FY 2024 25, significant allocations were made towards transport infrastructure, renewable energy projects, and rural development. Investments in building and upgrading physical infrastructure, especially in synergy with the ease of doing business initiatives, remain pivotal to increase efficiency and costs. Prime Minister Mr. Narendra Modi also recently reiterated that infrastructure is a crucial pillar to ensure good governance across sectors. The governments focus on building infrastructure of the future has been evident given the slew of initiatives launched recently.

The water and irrigation sector continues to gain momentum with a strong focus on expanding access to clean water, improving sanitation, and enhancing irrigation infrastructure. The Ministry of Jal Shakti leads initiatives such as the Jal Jeevan Mission and the Swachh Bharat Mission, while AMRUT 2.0 supports urban water security with a total outlay of 2.99 lakh crore. These initiatives are increasingly being executed through Public-Private Partnership (PPP) and Engineering Procurement Contract (EPC) models, emphasizing sustainability, efficient fund utilization, and technological innovation to ensure long-term water security and agricultural resilience. As of March 2024, three-fourths of all rural households were covered under the Jal Jeevan Mission. Nearly 145 million rural households, or 75% of the total, have been fitted with functional tap water under the scheme vis a vis only one-sixth of Indias households having functional tap water. So far, 11 States and

Union Territories have achieved their target of 100% coverage ahead of the year-end deadline, including Gujarat, Haryana, Telangana, Punjab, Himachal Pradesh and Arunachal Pradesh. The budget for FY 2024-25 includes Rs. 70,163 Cr from the Union Government for the Jal Jeevan Mission (JJM).

The "Smart Cities Mission" programmes have benefited from these initiatives. Saudi Arabia seeks to spend up to US$ 100 billion in India in energy, petrochemicals, refinery, infrastructure, agriculture, minerals, and mining. Infrastructure sector is a key driver for the Indian economy. The sector is highly responsible for propelling Indias overall development and enjoys intense focus from Government for initiating policies that would ensure time-bound creation of world class infrastructure in the country. Infrastructure sector includes power, bridges, dams, roads, and urban infrastructure development. In other words, the infrastructure sector acts as a catalyst for Indias economic growth as it drives the growth of the allied sectors like townships, housing, built-up infrastructure, and construction development projects.

The government has launched the National Infrastructure Pipeline (NIP) combined with other initiatives such as ‘Make in India and the production-linked incentives (PLI) scheme to augment the growth of infrastructure sector. Historically, more than 80% of the countrys infrastructure spending has gone toward funding for transportation, electricity, and water& irrigation. While these sectors still remain the key focus, the government has also started to focus on other sectors as Indias environment and demographics are evolving. There is a compelling need for enhanced and improved delivery across the whole infrastructure spectrum, from housing provision to water and sanitation services to digital and transportation demands, which will assure economic growth, increase quality of life, and boost sectoral competitiveness.

THREATS AND RISKS

Global economic, political and social conditions may harm our ability to do business, increase our costs and negatively affect our performance: The factors that are beyond our control, influence forecasts and directly affect performance. These factors include Global inflation, volatile interest rates, and fluctuating commodity prices may affect project costing and timelines. Sudden changes in environmental laws, taxation, or infrastructure policy may impact existing or current projects. Delays due to unforeseen events like extreme weather, material shortages, or labor issues can increase project costs. Rising geopolitical tensions and supply chain disruptions could impact raw material availability and input prices. Working capital constraints and delayed payments from government may impact liquidity. interest rates, rates of economic growth, fiscal and monetary policies of governments, change in regulatory framework, inflation, deflation, foreign exchange fluctuations, consumer credit availability, consumer debt levels, unemployment trends, terrorist threats and activities, worldwide military and domestic disturbances and conflicts, and other matters that influence consumer confidence and their spending.

Civil disturbances, extremities of weather, regional conflicts and other political instability may have adverse effects on our operations and financial performance. Certain events that are beyond our control such as earthquake, fire, floods and similar natural calamities may cause interruption in the business undertaken by us. Our operations and financial results and the market price and liquidity of our equity shares may be affected by changes in Indian Government policy or taxation or social, ethnic, political, economic or other adverse developments in or affecting India.

Any changes in the regulatory framework could adversely affect our operations and growth prospects.

Our Company is subject to various regulations and policies. Our business and prospects could be materially adversely affected by changes in any of these regulations and policies, including the introduction of new laws, policies or regulations or changes in the interpretation or application of existing laws, policies and regulations. There can be no assurance that our Company will succeed in obtaining all requisite regulatory approvals in the future for our operations or that compliance issues will not be raised in respect of our operations, either of which could have a material adverse effect on our business, financial condition and results of operations.

STRENGTHS AND OPPORTUNITIES

Industrial and Infrastructural growth in India has been propelled in the past decade with reforms and benefits extended by the government. Increased allocation of resources to the Industrial and infrastructural construction sector, Renewable Sector, facilitation of incremental lending to the infrastructure sector and increased social sector projects benefiting infrastructure development are contemplated as part of current government plan. Our Company believes that the increasing level of investment in infrastructure and

Renewable Sector by central and state governments will be a major growth driver for its business in the future and its demonstrated expertise and experience in the infrastructure segment will provide it with a significant advantage in pursuing such opportunities. The Company believes that it is in an advantageous position because of its operating history, industry knowledge, experience and familiarity with the Sector.

Building our own execution capabilities:

Quality of product and timely completion of projects are critical to success in the construction industry. As a result, we aim to: consistently deliver by meeting all relevant specifications and requirements; achieve enhanced customer satisfaction through cost effective and timely completion; develop our in-house design and engineering team; motivate and train our staff for continual improvement of productivity and quality standards;

Capture the high growth opportunities in the India Infrastructure sector and Renewable Energy Sector: We believe that the increasing levels of investment in infrastructure sector and Renewable Energy Sector by governments and private industries will be major driver for growth in our business in the foreseeable future.

Owned fleet of construction Equipments:

We believe that our strategic investment in construction equipments enables us to rapidly mobilize our equipment to project sites as needs arise. We have our owned fleet of construction equipment which would serve as advantageous to us and will be adding to strategic gains.

Some other strengths are:

Extensive experience in managing and completing projects on time and within budget.

Our management team has experience in the infrastructure and Renewable Energy sector. Led by the Promoter and Managing Director Maheshbhai M Khumbhani (who has extensive experience in the infrastructure construction business), we consider the strength of our management team to be fundamental to our success. We believe the stability of our management team and the industry experience brought on by our employees will enable us to continue to take advantage of future market opportunities and expand into new markets. We have qualified in-house teams who are responsible for different aspects of our projects starting from identifying prospective projects to the completion of the projects. We are able to undertake a significant number of activities related to the project in-house, thereby ensuring timely completion of our projects, reducing our reliance on third parties and decreasing our costs. Our integrated structure also allows us to control our budget and maximize returns for the project, including developer returns and operation and maintenance margins.

Robust network and relationships with suppliers, enabling better negotiating power and access to high-quality materials.

Our Company have a strong relationship with suppliers which are crucial for success. Suppliers are the backbone to keep the business running smoothly. Having strong relationships with suppliers ensures a steady and reliable supply of goods and materials. By building trust and rapport with suppliers, can minimize the risk of disruptions in their supply chain, leading to more consistent and reliable operations which leads to cost savings and improved efficiency. By negotiating favorable terms and volume discounts, can reduce their procurement costs and improve the overall profitability of their operations.

Focused Player in Water Supply projects (WSP), Roads and renewable Projects.

We believe that the order awarded to our company is on account of our continuous effort to get the WSPs considering our technical capabilities, financial strength and timely delivery of the projects and prudent bids.

HEALTH, SAFETY AND ENVIRONMENT:

Safety is a key operational priority and we are committed to complying with applicable health, safety and environmental regulations and other requirements in our operations. To help ensure effective implementation of our safety policies and practices, at the beginning of every project, we identify potential material hazards, evaluate material risks and institute, implement and monitor appropriate risk mitigation measures.

SEGMENT WISE PERFORMANCE

The company operates in Two segment i.e. Infra and renewable

INTERNAL CONTROL SYSTEM AND THEIR ADEQUECY

Internal Control measures and systems are established to ensure the correctness of the transactions and safe guarding of the assets. Considering the size and nature of activities, the company has adequate internal control system covering both accounting and administrative control. The management ensuring an effective internal control system so that the financial statements and reports give a true and fair view and during the year under review no material or serious observation has been received from the Internal Auditors of the Company for inadequacy or ineffectiveness of such control.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

Financial and operational performance forms part of the Annual Report and is presented elsewhere in the report.

HUMAN RESOURCES

We, at TGL, give paramount importance to our employees, we believe that our employees are the key contributors to our business success and thus we focus on Attracting and retaining the best possible talents. We strive to create a diverse and inclusive environment that is value driven, collaborating and growth inducing. All the actions of the Companys leadership aim at reinforcing a fair, transparent and inclusive culture. Leading with empathy is part of the Companys policy, which is what helped the organization navigate the pandemic effectively. Through the combined efforts of its employees, we continued to promote its business priorities while protecting the best interests of its people and communities.

INDUSTRIAL RELATIONS

Companys Industrial relations continued to be healthy, cordial and harmonious during the period under review.

DETAILS OF SIGNIFICANT CHANGES IN THE KEY RATIOS AND RETURN ON NETWORTH

Details of Ratios are given in Note No. 18 of Notes forming part of Accounts

DISCLOSURE OF ACCOUNTING TREATMENT

The financial statements of the Company have been prepared in accordance with Accounting Standard ("AS") notified under the Companies (Accounting Standards) Rules, 2021 read with section 133 of the Companies Act, 2013.

CAUTIONARY STATEMENT

This report contains forward-looking statements extracted from reports of Government Authorities/ Bodies, Industry Associations etc. available on the public domain which may involve risks and uncertainties including, but not limited to, economic conditions, government policies, dependence on certain businesses and other factors. Actual results, performance or achievements could differ materially from those expressed or implied in such forward-looking statements. This report should be read in conjunction with the financial statements included herein and the notes thereto. The Company does not undertake to update these statements.

Annexure E

Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Details Pertaining to Remuneration

As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

I) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year.

	Name of Director	Designation	Ratio of remuneration of
			Director to the median
			remuneration of
			employees
Mr.	Maheshbhai	MPromoter/ Managing Director	32.15 :1
Kumbhani
Mrs.	Chandrikaben	MPromoter/ Whole Time Director	19.29:1
Kumbhani

(a) None of Non-Executive Directors is receiving any remuneration from the Company except sitting fees for attending Board /Committee meetings, therefore, the required details are not applicable. (b) The median remuneration of all the employees of the Company was Rs. 1,55,539

II) The percentage increase in remuneration of each director#, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2024-25 is as follows:

S.No	Name of Director	Designation	Increase in
			remuneration
1.	Mr. Maheshbhai M Kumbhani	Managing Director	No Change
2.	Mrs. Chandrikaben M Kumbhani	Whole Time Director	No Change
3.	Mr. Sagar Shah	Chief Financial Officer	17%
4.	Ms. Diksha Joshi	Company Secretary	77%

Further, percentage increase in Remuneration of Non-Executive Directors doesnt apply as no remuneration /commission is paid to them.

III) The % increase/ (decrease) in the median remuneration of employees in the financial year: (48.15%)

IV) The number of permanent employees on the rolls of the Company:

Total Number of permanent employees as on 31^st March, 2025: 262 (Two Hundred Sixty-Two)

V) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

	Increase / (Decrease)
Particulars
	% in Remuneration
Average Salary of All employees (Other than Managerial	(38.67%)
Personnels)
Average Salary of All Managerial Personnels	46.40%

Justification for increase in Average Remuneration of the Key Managerial Personnel - While there is no increase / Decrease in the remuneration of Directors, Average Salary of KMPs other than Directors has increased as compared to other employees, in view of their skills, expertise and appreciation as reviewed by the management

VI) Affirmation that the remuneration is as per the remuneration policy of the Company.

Annexure F

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo

[As per Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014]

1. Conservation of Energy

a. The steps taken or impact on the conservation of energy: - The Company is putting continuous efforts to reduce the consumption of energy and maximum possible savings of energy. b. The steps taken by the company for utilizing alternate sources of energy: The Company has used alternate sources of energy, whenever and to the extent possible c. The capital investment on energy conservation equipment: - NIL

2. Technology Absorption:

a. The effort made towards technology absorption: - No specific activities have been done by the Company. b. The benefits derived like product improvement, cost reduction, product development, or import substitution: - No specific activity has been done by the Company c. In the case of imported technology (imported during the last three years reckoned from the beginning of the financial year): - NA d. The expenditure incurred on Research & Development: - NIL

3. Foreign Exchange Earnings and Outgo: